SPI Bylaws Amendment - Removal by Membership

[John Goerzen]

On Thu, Dec 12, 2002 at 04:04:55PM -0600, Ean Schuessler wrote:
> If that analogy isn't clear, I'm saying that this inactivity problem is
> temporary and doesn't warrant extensive and hurried redrafting of the
> corporate by-laws. Primarily we just need to get the inactive board
> members to volentarily resign so that quorum can be reached. This
> approach is straigtforward and doesn't raise any procedural red-flags.

I agree in general.  I think that the membership should be able to recall
board members regardless of the current situation -- this is at least
implicit in the by-laws, but like many other things, vague.

Still, I am not overly optimistic that the inactive members are going to go
ahead and resign now.  They have had ample time to do so but have not.  We
can hope that this will happen, but make plans in case it does not.

> An errant board member can be dismissed "by trial" under the current
> by-laws. With an active board that should probably be sufficient.

To clarify: by trial of the rest of the board.  Yes, with an active board,
it probably would be.  Unfortunately, we don't have one.  I think it would
be best to make sure that the bylaws are fixed so that we can avoid ending
up in this situation again in the future.  Though I do feel that amending
the bylaws is not something that should be done lightly or without due
deliberation.

Consider this too: what if five of the board members were hit by a bus
crossing the street to Usenix.  The board will be totally unable to meet
quorum, and have no way out under the current bylaws.  We definately need to
get some procedures in place for replacing an "unavailable" board member at
some point.

-- John